Donald Sutherland and Brooke Adams star in this sci-fi horror remake directed by Philip Kaufman. When a parasitic alien race arrives on Earth, they start replicating people's bodies while they are sleeping. This creates physically identical but emotionless duplicates and causes the human being copied to disintegrate.

Scientist Elizabeth Driscoll (Adams) is concerned when her boyfriend turns cold and distant and confides in her colleague Matthew Bennell (Sutherland). As they begin to investigate, they realise that the duplicates are quickly taking over and soon they are being hunted. If they are going to be able to fight back against the pod people, they will have to stay awake...